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Half Yearly Report

26th Sep 2011 07:00

RNS Number : 8945O
RedHot Media International Limited
26 September 2011
 



Embargoed until 7am 26 September 2011

 

 

RedHot Media International Limited

("RedHot" or "the Group")

 

 

Half Yearly Financial Results

Six Months Ended 30 June 2011

 

RedHot (AIM: RHM), a leading media, advertising and marketing business with distribution channels in both Malaysia and China, is pleased to announce its unaudited half yearly results for the six months ended 30 June 2011.

 

HIGHLIGHTS:

 

·; Revenue increased by 68% to RM27.7 million (2010 H1: RM16.4 million)

 

·; Gross profit reduced 3% to RM8.7 million (2010 H1: RM9.0 million)

 

·; Gross margin normalised to 31.3% (2010 H1: 55%) as the Group refocused on increasing revenue and revised its media broking business model

 

·; Profit before tax remained broadly stable at RM4.7 million (2010 H1: RM4.9 million)

 

·; Basic earnings per share decreased by 2.8% to 12.87 sen per share (2010 H1 : 13.36 sen per share)

 

·; Cash balances available for use at 30 June 2011 stood at RM1.3 million (2010 H1: RM1.5 million)

 

·; Net assets increased by 32% to RM43.2 million (2010 H1: RM32.8 million)

 

 

Commenting on the financial results for the first half of the year, the Group's Chairman, Datuk Oh Chong Peng stated:

 

The Group's key focus in 2011 is to increase its presence in a very open and fast moving market. This has so far proved successful as we have delivered a significant increase in revenue growth of 68% compared to H1 2010.

 

While our strategy in 2009 and 2010 was one to increase profit margins through vigilant selection of media offerings for our clients in order to counter the prolonged effects of the global economic downturn, the deliberate shift in 2011 to focus on revenue growth has proven highly effective, however, this has lead to the Group's profit margins returning to pre 2009 levels.

 

Importantly the focus on increasing revenue has led to three significant developments: We have seen a rise in advertising budgets from existing clients, we have gained new blue chip clients with internationally renowned brands, and we have witnessed an increased take up of advertising space from conventional media owners.

 

The integration of our resources in Malaysia and China since 2010 has enhanced the service offering to our clients with cross-border media and advertising service offerings between Malaysia and China provides the Group with extra leverage in maintaining its bullish performance for the year 2011.

 

The Group's transaction with PUC Founder MSC Berhad ("Founder"), continues to progress, albeit at slower pace than initially anticipated, due to the underestimation of the due diligence timeframe resulting from the size of both the Group's and Founder's regional operations and subsidiaries in Malaysia and China. We remain positive that Founder will bring many attributes to the enlarged Group; including, additional media network penetration, business affiliations within China, new advertising income, a move into new sectors such as IT manufacturing and services, as well as access to funding within the Asian markets should we require it.

 

The Group continues to identify relevant and growth enhancing acquisitions; this being a salient aspect of the Group's expansion strategy. The Directors are currently in early stage discussions which may lead to new business avenues in media platforms such as out-of-home advertising (such as billboards) and interactive advertising areas in the social media sector. Further announcements will be made should these discussions progress.

 

 

Operational Review

The Group has acquired a number of key new blue chip accounts during the six month period, and has been granted increased advertising budgets from a number of existing clients. We are now working with customers from both the domestic and international markets and a number of companies within the financial services, white goods, beauty and educational sectors.

 

 

Outlook

 

One of the key developments the Group hopes to realise in the next 12 months is to evolve from being a media broker to a media owner which, by removing the middle man, the Board believe, will provide higher margins and therefore enhance profitability. The Board believe that in the next financial year RedHot will begin to see the benefits of the ongoing investment and subsequent additional costs incurred by the Group to achieve this goal.

 

 

Conclusion

 

Given the seasonal nature of the media and advertising industry, we believe the Group is positioned to realise more opportunities in the second half of 2011 allowing us to surpass our 2010 performance and remain in line with market expectations.

 

The Group is reliant on continued growth in advertising spend in Malaysia and China which RedHot is naturally exposed to in any economic downturn. This is mitigated partly by the Group's activities in production of its own media content and its sales advisory business.

 

 

RedHot Media International Limited

Cheong Chia Chieh

Tel: +601 2329 5522

Lee Koh Yung

Tel: +603 7651 0188

Allenby Capital Limited (Nominated Adviser and Broker)

Tel: +44 (0)203 328 5656

Nick Athanas

James Reeve

Daniel Stewart & Company Plc. (Joint Broker)

Tel: +44 (0)20 7776 6550

Antony Legge / Colin Rowbury

Leander (Financial PR)

Tel: +44 (0)7795 168 157

Christian Taylor-Wilkinson

 

 

 

Notes to editors:

 

Exchange rate: £1 = RM4.87 (as at 30 June 2011)

 

RedHot Media International Limited (AIM: RHM), is a Cayman Islands incorporated holding company. Its primary activity is that of a media broking group, including an innovative barter sales trading activity, in Malaysia and the major cities of the People's Republic of China ("PRC"), namely Shanghai, Beijing and Guangzhou.

 

A media broker conventionally purchases advertising space on behalf of its clients and earns commissions from the media providers based on the amount of advertising purchased. The AxChange business model adopts a pull marketing approach by aggregating demand from advertisers and consumers/merchants to generate additional sales for both the media owners and advertisers respectively.

 

RedHot also acts, to a lesser extent, as a non-stockholding distributor for certain clients (for whom it also acts as a media broker) with the intention of generating higher margins for the Group than would be obtained in conventional media buying.

 

Using this distribution based business model (AxChange), which the Directors aim to grow, RedHot enters into a contract to draw down various lines of inventory and then, as the inventory is sold through RedHot's distribution network, the proceeds from the sales are used to purchase media space for the same client.

 

The AxChange business model has been designed to free up working capital; allowing RedHot's customers to pay for advertising and assist new entrants into Malaysia & China (where capital controls are still in place) in selling their products using RedHot's established distribution network. RedHot also believes the model provides benefits to its distributors; providing them with lower unit prices and access to credit facilities to which they otherwise would not have access.

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED 30 JUNE 2011

 

 

Notes

6 months to 30 June 2011

12 months to 31 Dec 2010

6 months to 30 June 2010

 

(Unaudited)

(Audited)

(Unaudited)

 

RM'000

RM'000

RM'000

 

Revenue

27,698

44,294

16,425

 

 

Cost of sales

(19,029)

(26,711)

(7,454)

 

Gross profit

8,669

17,583

8,971

 

Other income

84

473

17

 

Administrative and other expenses

(4,053)

(8,463)

(3,904)

Operating profit

4,700

9,593

5,084

Finance income

-

57

-

 

Finance costs

(46)

(467)

(225)

 

 

Profit before taxation

4,654

9,183

4,859

 

Taxation

-

6

(5)

 

Profit for the year

4,654

9,189

4,854

 

 

Other comprehensive income

Exchange difference on translating foreign operations

205

(1,647)

342

 

4,859

7,542

5,196

 

 

Attributable to:

 

Equity holders of the company

4,708

9,183

4,848

 

Minority interests

(54)

6

6

 

4,654

9,189

4,854

 

Earnings per share (Sen):

 

Basic

4

12.87

25.32

13.36

 

Diluted

12.87

25.32

12.17

 

Net dividend per share (Sen)

-

 

The results shown above relate entirely to continuing operations.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS AT 30 JUNE 2011

Notes

As at 30 June 2011

As at 31 Dec

2010

As at

30 June 2010

(Unaudited)

(Audited)

(Unaudited)

RM'000

RM'000

RM'000

ASSETS

Non-current assets

Property, plant and equipment

627

712

832

 

Intangible assets

5

4,084

3,908

3,922

 

Goodwill

6

20,031

13,890

14,569

 

Available-for-sale investments

-

-

26

 

24,742

18,510

19,349

 

Current assets

 

Inventories

2,847

1,460

1,419

 

Trade and other receivables

7

29,763

30,902

25,528

 

Fixed deposits

8

1,630

1,630

1,627

 

Cash and cash equivalents

8

1,323

3,161

1,472

 

35,563

37,153

30,046

 

TOTAL ASSETS

60,305

55,663

49,395

 

EQUITY AND LIABILITIES

 

Equity

 

Share capital

12,549

12,549

12,549

 

Share premium

3,339

3,339

3,339

 

Share-based payment reserve

-

-

2,210

 

Other reserves

(17)

(297)

(1,387)

 

Retained earnings

27,321

22,613

16,068

 

Shareholders' equity

43,192

38,204

32,779

 

Minority interests

(15)

40

39

 

Total Equity

43,177

38,244

32,818

 

 

Current Liabilities

 

Trade and other payables

11,000

10,355

4,872

 

Bank overdrafts

9

1,439

2,308

2,567

 

Redeemable convertible preference share

10

553

553

415

 

Taxation payable

201

218

153

 

13,193

13,434

8,007

 

Non-current liabilities

 

Provision for deferred consideration

1,175

1,225

4,510

 

Redeemable convertible preference shares

10

2,760

2,760

4,060

 

3,935

3,985

8,570

 

Total Liabilities

17,128

17,419

16,577

 

TOTAL EQUITY AND LIABILITES

60,305

55,663

49,395

 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2011

6 months to 30 June 2011

12 months to 31 Dec 2010

6 months to 30 June 2010

(Unaudited)

(Audited)

(Unaudited)

RM'000

RM'000

RM'000

Cash flows from operating activities

Group profit before tax

4,654

9,183

4,859

Adjustments for items not requiring an outflow of funds

Loss on disposal of fixed assets

-

7

-

Unrealised loss in foreign exchange

-

(906)

-

Interest

-

-

182

Allowance for doubtful debts

-

126

-

Gain from disposal of other investment

-

(17)

-

Depreciation and amortization

840

1,358

541

Operating profit before changes in working capital

5,494

9,751

5,582

Changes in working Capital:

(Increase) / decrease in inventories

(1,387)

(20)

21

Decrease / (increase) in trade and other receivables

1,139

(8,472)

(3,098)

Increase / (decrease) in trade and other payables

682

232

(5,251)

Interest paid

(46)

-

(48)

Income taxes paid

18

(65)

(11)

Net cash generated / (used) in operating activities

5,900

1,426

(2,805)

Investing activities

Placement of fixed deposits

-

(53)

(50)

Payment of deferred consideration

(5,989)

(3,285)

-

Proceeds from disposals of investment

-

43

-

Proceeds from disposals of property, plant and equipment and software

-

50

-

Payments to acquire property, plant and

(880)

(733)

(10)

equipment and software

Net cash used in investing activities

(6,869)

(3,978)

(60)

Financing Activities

Proceeds from issue of preference shares

-

3,500

1,500

Net Cash from financing activities

-

3,500

1,500

(Decrease) / increase in cash and cash equivalents

(969)

948

(1,365)

Effects of foreign exchange rate changes

-

(22)

343

Cash and cash equivalents at beginning of the period

853

(73)

(73)

Cash and cash equivalents at end of period

(116)

853

(1,095)

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2011

 

 

Share

Share

Share

Other

Retained

Minority

Total

Capital

Premium

Based

Reserves

Earnings

Interests

Equity

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

Period ended 30 Jun 2011

At 1 January 2011

12,549

3,339

-

(297)

22,613

40

38,244

Total comprehensive income

-

-

-

280

4,708

(55)

 4,933

At 30 June 2011

12,549

3,339

-

 (17)

27,321

(15)

43,177

 

 

 

 

Share

Share

Share

Other

Retained

Minority

Total

Capital

Premium

Based

Reserves

Earnings

Interests

Equity

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

Year ended 31 Dec 2010

At 1 January 2010

12,549

3,339

2,210

(1,730)

11,220

34

27,622

Redeemable convertible preference share - equity component

-

-

-

3,080

-

-

3,080

Total comprehensive income

-

-

-

(1,647)

9,183

6

7,542

Transfer on lapse of share options

-

-

(2,210)

-

2,210

-

-

At 31 December 2010

12,549

3,339

-

(297)

22,613

40

38,244

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED 30 JUNE 2011

 

 

Share

Share

Share

Other

Retained

Minority

Total

Capital

Premium

Based

Reserves

Earnings

Interests

Equity

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

RM'000

Period ended 30 Jun 2010

At 1 January 2010

12,549

3,339

2,210

(1,730)

11,220

34

27,622

Total comprehensive income

-

-

-

343

4,848

5

5,196

At 30 June 2010

12,549

3,339

2,210

(1,387)

16,068

39

32,818

 

 

The group's other reserves comprise the following:

30 Jun

31 Dec

30 Jun

2011

2010

2010

RM'000

RM'000

RM'000

Pooling of interest reserve

(4,183)

(4,183)

(4,183)

Contingent consideration to be settled by the issue of shares

588

588

588

Redeemable convertible preference shares - equity component

4,967

4,967

1,887

Currency translation reserve

(1,389)

(1,669)

321

(17)

(297)

(1,387)

Notes to the unaudited results for the six months to 30 June 2011

 

 

1. General information

 

RedHot Media International Limited is quoted on the AIM Market of the London Stock Exchange.

 

The Group's interim financial statements for the six months to 30 June 2011, from which this financial information has been extracted, and for the comparative six months ended 30 June 2010, are prepared on a going concern basis and in accordance with IFRS including IAS34 " Interim Financial Reporting " as adopted in the European Union.

 

The financial information contained in this announcement does not constitute full statutory accounts. The figures are extracted from the interim financial statements for the six month period to 30 June 2011. 

 

These interim financial statements consolidate the accounts of RedHot Media International Limited and all of its subsidiary undertakings draw up to 30 June each year. Where shown, the comparatives for the year ended 31 December 2010 are the Company's full statutory accounts for that year The auditors' report on those accounts was unqualified.

 

The financial information in this announcement has been reviewed but has not been audited by the Company's auditors.

 

2. Accounting policies

 

This financial information has been prepared using accounting bases and policies consistent with those used in the preparation of the audited accounts of the Group for the year ended 31 December 2010 and those to be used for the year ending 31 December 2011.

 

3. Segmental reporting

 

For the purpose of presenting segment information, the activities of the group are divided into operating segments in accordance with the rules contained in IFRS 8 "Operating Segments". Operating segments are identified on the same basis that is used internally to manage and report on performance and takes account of the organizational structure of the group based on the various services of the reportable segments. The activities of the group are broken down into the operating segments advertising, financial services and other entities.

 

The advertising segment connects advertisers and media owners and places advertisements for its clients. The financial services segment market insurance and financial products and services and provide advisory service. The ultimate holding company is included in the other entities segment. Eliminations comprise the effects of eliminating business relationships between the operating segments. Internal management and reporting segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the group financial statements. There was no change in accounting policies compared to previous periods. Inter-segment receivables and payables, provisions, income, expenses and profits are eliminated in the column "elimination". Inter-segment sales take place at arm's length prices. The role of "chief operating decision maker" with respect to resource allocation and performance assessment of reportable segments is embodied in the full Board of Directors. In order to assist the decision making process, various measures of segment result and of segment assets have been set for the different operating segments. The advertising, financial services and other entities segments are managed on the basis of the profit after taxation. Capital employed is the corresponding measure of segment assets used to determine how to allocate resources. Total assets are used as the basis for assessing the allocation of resources.

 

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that is different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that is subject to risks and returns that is different from those of segments operating in other economic environments. The group's operating businesses are organised and managed separately according to the nature of products produced and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. In the directors' opinion the group has the following segments:

 

Business segments - two business segments, which are advertising and financial services.

 

The Group operate in two (2) geographical segments which are i) Malaysia; and ii) China & Hong Kong.

 

The segment result for 2011 H1 were as follow:

 

30 Jun 2011

 Advertising & Media

 Financial Services

 Central & Other

 Total

 RM'000

 RM'000

 RM'000

 RM'000

Segment Revenue

Revenue from external customer

27,252

446

-

27,698

Segment Results

Profit from operations

5,418

(308)

(410)

4,700

Net Finance cost

(46)

Profit before tax

4,654

Income tax expenses

-

Profit for the year

4,654

Segment Assets

Segment assets excluding goodwill and intangible assets

34,486

1,667

37

36,190

Goodwill

20,031

Other intangible assets

4,084

Total Assets

60,305

Other segment information

Capital expenditure

Property, plant and equipment

80

-

80

Intangible asset

-

800

800

Depreciation and amortisation

Depreciation

189

11

200

Amortisation

582

38

620

771

49

820

 

31 Dec 2010

 Advertising & Media

 Financial Services

 Central & Other

 Total

 RM'000

 RM'000

 RM'000

 RM'000

Segment Revenue

Revenue from external customer

41,883

2,411

-

44,294

Segment Results

Profit from operations

10,447

255

(1,109)

9,593

Finance income

57

Finance costs

(467)

Profit before tax

9,183

Income tax expense

6

Profit for the year

9,189

Segment Assets

Segment assets excluding goodwill and intangible assets

34,747

3,109

9

37,865

Goodwill

13,890

Other intangible assets

3,908

Total Assets

55,663

Segment Liabilities

16,692

727

-

17,419

Other segment information

Capital expenditure

Property, plant and equipment

79

1

-

80

Intangible asset

653

-

653

Depreciation and amortisation

Depreciation

188

32

-

220

Amortisation

1,135

4

-

1,139

1,323

36

-

1,359

 

30 Jun 2010

 Advertising & Media

 Financial Services

 Central & Other

 Total

 RM'000

 RM'000

 RM'000

 RM'000

Segment Revenue

Revenue from external customer

15,759

666

-

16,425

Segment Results

Profit from operations

5,748

(103)

(561)

5,084

Net Finance cost

(225)

Profit before tax

4,859

Income tax expenses

(5)

Profit for the year

4,854

Segment Assets

Segment assets excluding goodwill and intangible assets

28,597

2,303

3

30,903

Goodwill

14,569

Other intangible assets

3,923

Total Assets

49,395

Other segment information

Capital expenditure

Property, plant and equipment

10

-

-

10

Intangible asset

-

-

-

-

Depreciation and amortisation

Depreciation

22

17

-

39

Amortisation

502

-

-

502

524

17

-

541

 

 

3. Segmental reporting (continued )

 

Geographical information

 

30 Jun

31 Dec

30 Jun

2011

2010

2010

RM'000

RM'000

RM'000

Revenue from external customers

 

Malaysia

15,853

26,200

8,471

 

China and Hong Kong

11,845

18,094

7,954

 

27,698

44,294

16,425

 

 

Non- current assets

 

Malaysia

14,269

8,780

9,262

 

China and Hong Kong

4,484

9,730

 10,087

 

18,753

18,510

19,349

 

 

4. Earnings Per Share

 

The basic earnings per ordinary share has been calculated using the profit for the six months ended 30 June 2011 attributable to the company's equity shareholders of RM4,707,897 (31 Dec 2010: RM4,847,874, 30 June 2010: RM4,847,874) and the weighted average number of ordinary shares in issue of 36,577,215 (2010: 36,269,727).

For the purpose of calculating diluted earnings per share, the weight average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potentially dilutive ordinary shares.

 

 

5. Intangible assets

Software purchased and developed

Internet content provider license

Total

RM'000

RM'000

RM'000

Cost

At 1 January 2011

8,394

136

8,530

Additions in 2011

800

-

800

At 30 June 2011

9,194

136

9,330

 

Accumulated Amortisation

At 1 January 2011

4,490

132

4,622

Amortisation for 2011

620

4

624

At 30 June 2011

5,110

136

5,246

Net book values

At 30 June 2011

4,084

-

4,084

 

Cost

 

At 1 January 2010

7,777

136

7,913

 

Additions in 2010

653

-

653

 

Exchange differences

(36)

-

(36)

 

 

At 31 December 2010

8,394

136

8,530

 

 

Accumulated Amortisation

At 1 January 2010

3,383

104

3,487

Amortisation for 2010

1,111

28

1,139

Exchange differences

(4)

-

(4)

At 31 December 2010

4,490

132

4,622

Net book values

At 31 Dec 2010

3,904

4

3,908

Cost

At 1 January 2010

7,777

136

7,913

Additions in 2010

-

 -

-

At 30 June 2010

7,777

136

7,913

Accumulated Amortisation

At 1 January 2010

3,383

104

3,487

Amortisation for 2010

492

12

504

At 30 June 2010

3,875

116

3,991

Net book values

At 30 Jun 2010

3,902

20

3,922

 

 

Intangible assets are amortised over 3 to 10 years. The directors have assessed the carrying value of the intangible assets and in their opinion no provision for impairment is currently considered necessary.

 

 

6. Goodwill

 

30 June 2011

31 Dec 2010

30 Jun 2010

RM'000

RM'000

RM'000

Cost

At 1 January

13,890

14,569

14,569

Movement

5,989

-

-

Exchange difference

152

(679)

-

At 30 June

20,031

13,890

14,569

 

 

Goodwill acquired in business combinations is allocated, at acquisition, to the cash generating units ("CGUs") that are expected to benefit from the business combinations.

The carrying amounts of goodwill was allocated as follows as of 30 June 2011:

 

30 June 2011

31 Dec 2010

30 Jun 2010

RM'000

RM'000

RM'000

CMAD and CMIT businesses

10,344

4,282

4,849

IMM Business

4,759

4,680

4,792

Ausscar Group

2,723

2,723

2,723

RedHot Media Sdn Bhd

2,205

2,205

2,205

20,031

13,890

14,569

 

 

The group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.

 

The recoverable amounts of the CGU's are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the forecast period. Management estimated the discount rates of 15% using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU's.

 

The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

 

During the financial period, the Group paid a sum of RM6.0 million to the vendor of CMAD and CMIT as the final purchase consideration of the business acquired after satisfying the profit target per the terms and conditions in the sales and purchase agreement. This amount is captured as the additional goodwill to the Group. The movement in the period is as a result of a change in the estimate from 31 December 2010.

 

 

 

7. Trade and other receivables

 

 

30 Jun

2011

RM'000

31 Dec

2010

RM'000

30 Jun

2010

RM'000

Trade receivables

26,457

26,512

21,311

Provision for impairment

-

(126)

(236)

26,457

26,386

21,075

Other receivables and prepayment

3,306

4,516

4,338

Amounts due from directors

-

115

29,763

30,902

25,528

 

 

8. Cash and cash equivalents

30 June

31 Dec

30 Jun

2011

2010

2010

RM'000

RM'000

RM'000

Cash at bank

1,323

3,161

1,472

Bank Overdrafts (note 9)

(1,439)

(2,308)

(2,567)

(116)

853

(1,095)

 

 

Cash and cash equivalents excludes fixed deposits of RM1,630,000 (31 Dec 2010 : RM1,630,000, 30 June 2010 : RM1,627,000) pledged as security for bank borrowings. As these are pledged accounts they are not included in the cash and cash equivalents in the cash flow statement and are shown separately on the balance sheet.

 

9. Bank overdrafts

 

 

30 June

31 Dec

30 Jun

2011

2010

2010

Current liabilities:

RM'000

RM'000

RM'000

Bank overdrafts

(1,439)

(2,308)

(2,567)

 

 

 

The interest rate per annum during the 6-months to 30 June 2011 for bank overdrafts was 7.5% per annum (2010 H1: 7.5%).

 

 

The bank overdrafts are secured by the following:

 

a) Fixed deposits of RM1,630,000 together with interest accrued thereon;

b) Certificate of Guarantee from Credit Guarantee Corporation Malaysia Berhad under Enhancer Scheme for RM800,000; and

c) Personal guarantee by one of the directors.

 

 

10. Redeemable Convertible Cumulative Preference Shares

 

30 June

2011

31 Dec

2010

30 Jun

2010

Liability element

RM'000

RM'000

RM'000

Current liability

553

553

415

Non-current liability

2,760

2,760

4,060

4,475

3,313

 

4,475

Equity element (non-distributable) Redeemable convertible preference shares

4,967

4,967

1,887

Preference shares total

8,280

8,280

6,362

 

The redeemable convertible cumulative preference shares ("RCCPS")are issued by the company's subsidiaries, mainly RH Media Group Sdn. Bhd. ("RHMG"). The group intends to use the net proceeds of the investment to pursue its strategy of growing organically and through potential acquisitions, particularly in China.

 

The main investments received are of USD1.0 million and RM1.5 million in RHMG in receipt for 1 million Class A RCCPS and RM1.5 million Class B RCCPS respectively. The subscriber, namely, Kumpulan Modal Perdana Sdn. Bhd., a Malaysian government linked corporation based in Kuala Lumpur, has been granted a coupon rate of 8% per annum and 4% per annum respectively for the investments and has the right to convert the RCCPS into ordinary shares in RHMG at their discretion. RHMG shall warrant an exit strategy for the subscriber upon conversion of its RCCPS via a listing of RHMG on the mutually accepted stock exchange within 48 months from the dates of investments with either:

i. a return of 3 times the investment value; or

ii. a 40% discount to the listing price, whichever results in lower cost per share at point of conversion.

 

 

In the event a listing does not occur within 48 months from the dates of investments, the subscriber at its sole discretion shall have an option to either grant a 12 month extension or exercise a put-option for 2 times of the initial investment value. The put option, if exercised, would be paid in cash or an equivalent value through the issuance of equity shares by the company based on a 5 day average of the company's share price prior to the date of exercise.

 

In the event of a breach of agreement by RHMG, insolvency or liquidation of RHMG, commencement of any criminal prosecution against the board of directors of RHMG or Cheong Chia Chieh ceasing to be a director of the company, the subscriber shall reserve the right to redeem the RCCPS or exercise a put-option to RHMG which grants the subscriber returns of investments with an 8% coupon rate for Class A RCCPS and 4% coupon rate for Class B RCCPS and 10% annual rate of return of the investment value to be paid in cash or an equivalent value by issuance of equity of the company's shares based on a 5 day average of the company's share price prior to the date of exercise.

 

 

 

 

11. Interim Report

 

The interim financial statement will be, in accordance with AIM Rule 26 of the AIM Rules for Companies, be available shortly on the Group's website (www.redhot.asia).

 

-ends-

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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